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 LOAN AGREEMENT           U.S. BANK NATIONAL ASSOCIATION       PINNACLE FINANCIAL PARTNERS, INC.
 
    
 
 Second Amendment Borrower Lender
  A.  Borrower is a bank holding company that owns 100% of the issued and outstanding capital stock of PINNACLE BANK, a Tennessee state-chartered banking corporation (formerly PINNACLE NATIONAL BANK, a national banking association) with its principal banking offices in Nashville, Tennessee.
  B.  The Borrower and Lender are party to a Loan Agreement dated as of June 15, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof including pursuant to that certain First Amendment to Loan Agreement dated October 2, 2013, the "Original Agreement").
  C.  The parties hereto desire to amend and modify the Original Agreement in accordance with the terms and subject to the conditions set forth in this Second Amendment.
  D.  Capitalized terms not otherwise defined in this Second Amendment shall have the meanings respectively ascribed to them in the Original Agreement.
  NOW, THEREFORE
  SECTION 1.  AMENDMENTS TO THE ORIGINAL AGREEMENT.
  1.1  Definitions (Section 1.1).   The definition for the defined term "Accounting Event" shall be inserted into Section 1.1 of the Original Agreement as the first defined term and shall read in its entirety as follows:
  Accounting Event
 1.2  Risk-Based Capital (Section 7.2).  The first sentence of Section 7.2 of the Original Agreement shall be amended in its entirety to read as follows:
    SECTION 2.  REPRESENTATIONSAND WARRANTIES.  Borrower hereby represents and warrants to Lender as of the date hereof as follows:
                      
     SECTION 4.  CONDITIONS PRECEDENT.  The amendments set forth in SECTION 1 above shall become effective as of the date (the "Effective Date") on which each of the following conditions shall have been satisfied: (i) Borrower and Lender shall have received one or more counterparts of this Second Amendment duly executed and delivered by the other; (ii)Lender shall have received payment from Borrower, in immediately available funds, of an amount sufficient to reimburse Lender for all reasonable out-of-pocket costs, fees and expenses incurred by Lender, or for which Lender has become obligated, in connection with the negotiation, preparation and consummation of the Second Amendment, and that have been invoiced as of the Effective Date, including but not limited to, reasonable attorneys' fees and expenses; and (iii) a copy, certified by the Secretary or Assistant Secretary of Borrower, of its Board of Directors' resolutions authorizing the execution, delivery, and performance, respectively, of this Second Amendment and any other documents to be executed, delivered, or performed in connection with this Second Amendment.
  SECTION 5.  RELEASE.Borrower, for itself and its successors and assigns, does hereby fully, finally and unconditionally release and forever discharge, and agrees to hold harmless, Lender and each of its equity holders and affiliates, and their respective agents, advisors, managers, parents, subsidiaries, attorneys, representatives, employees, officers and directors, and the successors, assigns, heirs and representatives of each of the foregoing, from any and all debts, claims, counterclaims, setoffs, obligations, damages, costs, attorneys' fees and expenses, suits, demands, liabilities, actions, proceedings and causes of action, in each case whether known or unknown, contingent or fixed, direct or indirect and of whatever kind, nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, that Borrower has heretofore had or now or hereafter can, shall or may have by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Effective Date arising out of, connected with or related in any way to this Second Amendment, the Original Agreement, the other Transaction Documents, the transactions described therein, the Loan, Lender's administration thereof, or the financing or banking relationships of Borrower with Lender.
  SECTION 6.  Miscellaneous.This Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Second Amendment by signing any such counterpart.  This Second Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.
  
  IN WITNESS WHEREOF
 
 PINNACLE FINANCIAL PARTNERS, INC.





By: /s/ Harold R. Carpenter

Name:  Harold R. Carpenter

Title:  Chief Financial OfficerU.S. BANK NATIONAL ASSOCIATION





By: /s/ Mark R. Cousineau

Name:  Mark R. Cousineau

Title:  Senior Vice President


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